Gencan enters deal for RTO by Ubercrete Advanced

Executive Summary

• Gencan Capital Inc. has entered into a letter agreement with Ubercrete Advanced Materials Inc. to propose a business combination resulting in a reverse takeover of Gencan by Ubercrete.
• The transaction is expected to be completed via amalgamation, arrangement, or share exchange, with the resulting entity listed on the Canadian Securities Exchange (CSE).
• Ubercrete intends to raise up to $5 million in a concurrent private placement offering at $0.25 per share.

Key Details

• Transaction Structure: The combination will result in Gencan becoming the holding company of Ubercrete. Ubercrete security holders will receive common shares of the resulting issuer.
• Listing: The resulting issuer's shares are proposed to be listed on the Canadian Securities Exchange (CSE).
• Conditions Precedent: Completion is subject to:
  • Receipt of third-party consents and corporate/regulatory approvals.
  • Conditional approval of listing on the CSE.
  • Satisfactory due diligence.
  • Execution of a definitive agreement.
  • Representations and warranties remaining true and correct.
  • No material adverse change for either party.
• Corporate Changes:
  • Gencan will change its name to a name determined by Ubercrete.
  • Outstanding shares will be consolidated on a 2:1 basis.
  • Securities of Ubercrete will be exchanged for securities of the resulting issuer on a one-for-one ratio.
  • All current directors and officers will be replaced by Ubercrete nominees upon closing.
  • A new option plan may be adopted if deemed necessary by Ubercrete.
• Financing: Ubercrete intends to complete a private placement of common shares for aggregate gross proceeds of up to $5 million.
• Financing Price: The shares are priced at 25 cents per share (or such other amount as determined by the parties).
• Final Terms: The final structure of the financing, including commissions and finders' fees, is subject to the definitive agreement and will be disclosed in subsequent releases.

Notable Quotes

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